Exhibit 10.27
ASSIGNMENT AND ASSUMPTION AGREEMENT
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THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Agreement"), dated as
of March 4, 1998, is made by and among NES Acquisition Corp., a Delaware
corporation (the "Assignor"), and NES East Acquisition Corp., a Delaware
corporation (the "Assignee").
WHEREAS, the Assignor desires to assign all of its rights and
obligations (the "Purchase Obligation") in connection with the Asset Purchase
Agreement, dated as of February 9, 1998, by and between the Assignor and Xxxxxxx
Equipment Corporation, and the Assignee desires to assume the Purchase
Obligation;
WHEREAS, the Assignor desires to assign all of its rights and
obligations (the "Equipment Obligation") in connection with the Equipment
Purchase Agreement, dated as of the date hereof, by and between the Assignor and
The Xxxxxx Company, and the Assignee desires to assume the Equipment Obligation;
WHEREAS, the Assignor desires to assign all of its rights and
obligations (the "Employment Obligation") in connection with the Employment
Agreements, each dated as of the date hereof, by and between the Assignor and
each of Xxxxxx X. Xxxxxxx, Xxxxx Xxxxxxx and Xxxxxxx X. Xxxxx, and the Assignee
desires to assume the Employment Obligation;
WHEREAS, the Assignor desires to assign all of its rights and
obligations (the "WASCOD I Obligation") in connection with the Agreement for the
Purchase of Real Property, dated as of the date hereof, by and between Assignor
and WASCOD Partners I, and the Assignee desires to assume the WASCOD I
Obligation; and
WHEREAS, the Assignor desires to assign all of its rights and
obligations (the "WASCOD IX Obligation") in connection with the Agreement for
the Purchase of Real Property, dated as of the date hereof, by and between
Assignor and WASCOD Partners IX, and the Assignee desires to assume the WASCOD
IX Obligation.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt of which is hereby acknowledged, the parties
hereto agree as follows:
1. The Assignor hereby assigns, transfers and conveys the Purchase
Obligation, the Equipment Obligation, the Employment Obligation, the WASCOD I
Obligation and the WASCOD IX Obligation to the Assignee.
2. The Assignee hereby accepts the assignment, transfer and
conveyance and assumes the Purchase Obligation, the Equipment Obligation, the
Employment Obligation, the WASCOD I Obligation and the WASCOD IX Obligation.
3. This Agreement may be executed in separate counterparts, each of
which is deemed to be an original and all of which taken together constitute one
and the same agreement.
4. All issues and questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, without giving
effect to any choice of law or conflict of law rules or
provisions (whether of the State of Delaware or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Assumption Agreement to be executed as of the date written above.
NES ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Its: Vice President
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NES EAST ACQUISITION CORP.
By: /s/ Xxxx X. Xxxxxxxxx
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Name: Xxxx X. Xxxxxxxxx
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Its: Vice President
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